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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934
Galoob Toys, Inc.
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(Name of issuer)
Common Stock
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(Title of class of securities)
364091108
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(CUSIP number)
Lucasfilm Ltd.
5858 Lucas Valley Road
Nicasio, California 94946
(415) 662-1800
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(Name, address and telephone number of person
authorized to receive notices and communications)
COPY TO:
Tad J. Freese
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111-2562
(415) 391-0600
September 25, 1998
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Page 1 of 4 Pages
Exhibit Index is on Page 4
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This Amendment No. 1 to Schedule 13D is being filed on behalf of the
undersigned Reporting Persons to amend the Schedule 13D filed with the
Securities and Exchange Commission (the "Commission") on October 24, 1997
(the "Schedule 13D"), relating to shares of common stock, par value $.01
per share (the "Shares"), of Galoob Toys, Inc., a Delaware corporation (the
"Company"). Unless otherwise indicated, all capitalized terms used herein but
not defined herein shall have the same meanings as set forth in the Schedule
13D.
Item 4. Purpose of Transaction.
Item 4 to the Schedule 13D is hereby amended, in pertinent part, as
follows:
On September 25, 1998, Lucas Licensing agreed with Hasbro, Inc., a
Rhode Island corporation ("Hasbro"), to exchange its warrant to purchase
2,130,000 Shares for a warrant (the "Lucas Licensing Hasbro Warrant") to
purchase 2,400,000 shares of Hasbro common stock, par value $.50 per share, at
an exercise price of thirty-five dollars per share, upon the closing of Hasbro's
acquisition of Galoob prior to March 31, 1999. The Lucas Licensing Hasbro
Warrant will be exercisable from the initial theatrical release in the United
States of the first prequel theatrical motion picture to the classic Star Wars
trilogy through the eleventh anniversary of the grant date.
On September 25, 1998, Lucasfilm agreed with Hasbro to exchange its
warrant to purchase 1,450,000 Shares for a warrant (the "Lucasfilm Hasbro
Warrant") to purchase 1,600,000 shares of Hasbro common stock, par value $.50
per share, at an exercise price of thirty-five dollars per share, upon the
closing of Hasbro's acquisition of Galoob prior to March 31, 1999. The Lucasfilm
Hasbro Warrant will be exercisable from the initial theatrical release in the
United States of the first prequel theatrical motion picture to the classic
Star Wars trilogy through the twelfth anniversary of the grant date.
At the same time, the terms of the licensing arrangements between
Galoob and the Reporting Persons were also amended effective upon the closing of
Hasbro's acquisition of Galoob.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 to the Schedule 13D is hereby amended, in pertinent part, as
follows:
Lucas Licensing and Lucasfilm have agreed with Hasbro to exchange their
respective warrants to purchase Shares for warrants to purchase Hasbro common
stock, as detailed in Item 4 above.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement (incorporated by reference to the
Schedule 13D).
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SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: September 29, 1998
Lucasfilm Ltd.
By: /s/ Gordon Radley
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Name: Gordon Radley
Its: President
/s/ George W. Lucas, Jr.
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George W. Lucas, Jr.
Lucas Licensing Ltd.
By: /s/ Gordon Radley
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Name: Gordon Radley
Its: President
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EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement (incorporated by references to the
Schedule 13D).
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